SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report:October 2, 2002
Altrimega Health Corporation
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(Exact Name of Registrant as Specified in Charter)
NEVADA 000-29057 87-0631750
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4702 OLEANDER DRIVE, SUITE 200, MYRTLE BEACH, SC 29577
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (843) 497-7028
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 15, 2002 Altrimega Health Corporation, a Nevada corporation
("ALTRIMEGA"), entered into a definitive Merger Agreement (the "MERGER
AGREEMENT") among Altrimega, Altrimega Acquisition Co., a Nevada corporation
("ACQUISITION CO."), Creative Holdings, Inc., a South Carolina corporation
("CREATIVE HOLDINGS") and the shareholders of Creative Holdings (the
"SHAREHOLDERS"). Pursuant to the Merger Agreement, Creative Holdings will be
merged with and into Acquisition Co., which will be the surviving corporation
and continue its corporate existence under the laws of the State of Nevada as a
wholly-owned subsidiary of Altrimega. In consideration of the merger, Altrimega
will issue a total of 320,000,000 shares of common stock of Altrimega to the
Shareholders in exchange for all of the common stock of Creative Holdings. At
closing, 20,000,000 shares of common stock of Altrimega will be issued and
delivered to the Shareholders. Upon consummation of the merger and the approval
by a majority of the outstanding shares of capital stock authorizing an
amendment to Altrimega's Articles of Incorporation increasing the authorized
common stock of Altrimega to 800,000,000, the remaining 300,000,000 shares of
common stock of Altrimega will be issued and delivered to the Shareholders.
On September 2, 2002, Altrimega, Creative Holdings and the Shareholders
amended the Merger Agreement and restructured the merger into a stock exchange
transaction, whereby Creative Holdings will become a wholly-owned subsidiary of
Altrimega. Pursuant to the Share Exchange Agreement (the "SHARE EXCHANGE
AGREEMENT"), effective as of August 15, 2002 by and among Altrimega, Creative
Holdings and the Shareholders, the Shareholders will exchange with, and deliver
to, Altrimega the issued and outstanding capital stock of Creative Holdings in
exchange for 20,000,000 shares of common stock of Altrimega and 1,000,000 shares
of Series A Convertible Preferred Stock of Altrimega. Each shares of Series A
Convertible Preferred Stock will be convertible into 300 shares of common stock
of Altrimega.
Creative Holdings is a real estate holding company. Pursuant to a Joint
Venture Agreement, dated June 27, 2002, by and between Silver Carolina
Development Company, LLC ("SILVER CAROLINA") and Creative Holdings (the "JOINT
VENTURE AGREEMENT"), Creative Holdings has the right to purchase a 49% interest
in a joint venture with respect to the development, construction, lease, sales
and management of a portion of the residential and commercial property known as
the Barefoot Resort and Golf Community in North Myrtle Beach, South Carolina.
The project is under development and contemplates a yacht marina with 167 slips
and a multi-use building for retail and residential units.
The Joint Venture Agreement has a term of ten years unless terminated by
the earlier to occur of: (i) mutual agreement of the parties; (ii) adjudication
of either party as bankrupt, either party filing of a voluntary petition in
bankruptcy, the filing of any petition against either party under any federal or
state bankruptcy law, or either party filing of a petition or answer seeking the
appointment of a receiver of its assets or an arrangement with creditors under
any such laws; or (iii) breach by either party of any material covenant under
the Joint Venture Agreement. Either party may cure a material breach within 60
days of receiving written notice thereof. The Joint Venture Agreement provides
for capital contributions that are to be made by both parties. The Joint Venture
Agreement provides that on or before August 31, 2002, or within a reasonable
time thereafter as agreed by both parties, Silver Carolina will contribute the
land to the joint venture and Creative Holdings will provide the capital
necessary to payoff the mortgage on the property held by Wachovia Bank, plus up
to $2,000,000 for continuing operation. Pursuant to the Joint Venture Agreement,
the capital required will not exceed $20,000,000.
The joint venture provides that Silver Carolina has a 51% interest in the
joint venture, including the profits and is chargeable with such percentage of
the losses of the joint venture. Creative Holdings has a right to purchase a 49%
interest in the joint venture, including the profits and is chargeable with such
percentage of the losses of the joint venture. Pursuant to the Joint Venture
Agreement, Silver Carolina is the Manager of joint venture.
In addition, the Joint Venture Agreement provides that at any time
following the 3rd anniversary of the agreement, either party has the right to
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offer to the other party a buy/sell option with respect to the joint venture.
Item 7. Exhibits
Exhibit 99.1 Share Exchange Agreement effective as of August 15, 2002, by
and among Altrimega Health Corporation, Creative Holdings, Inc. and
the shareholders of Creative Holdings, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALTRIMEGA HEALTH CORPORATION
Date: October 3, 2002 By: /s/ John W. Gandy
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Name: John W. Gandy
Its: President and Chief Executive Officer
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